Great Power vs Great Responsibility
by sugarplumcutie
Summary: "We must be strong. We must advance. I don't want spectacular. I expect ultimate." Spider-Man and his team face trouble again as the S.H.I.E.L.D. helicarrier is struck down by an unknown villian.
1. Prologue

**I am fascinated with the Marvel Universe and I have taken a liking to the Disney XD series "Ultimate Spiderman". This FanFic is mainly based off of the characters from "Ultimate Spiderman", but will also feature appearances from other famous Marvel heroes. And now, without further a do, I give you, "Great Power vs. Great Responsibility"!...**

**Prologue**

_"Remember, Peter. With great power, comes great responsibility."_

As one once told me, with great power, comes great responsibility. And with great responsibility comes...

I still have yet to find out.

I may sound a bit cliched, but heroes aren't born. They are made. Or in S.H.I.E.L.D.'s case, they're trained. In fact, it's not about being a hero, but it's about becoming one. The cape and the mask don't define who you are, but it's the person underneath the costume that states your entire personality.

Us heroes are no different than any other person that walked this Earth. All of us have made mistakes. All of us have fallen. But, the important thing is, is that every hero gets back up. Every last one of us has something to learn, whether it's through a terrible tragedy, or a simple training session. That's what makes us heroes...

I myself learned a very important lesson. One that will be shared throughout this entire story. One that will be engraved in my heart for the rest of my life.

A lesson well learned.


	2. Chapter 1

**Well, after the prologue comes the first chapter. So, here it is. Please review and PM whenever and wherever. I really hope this turns out well. Enjoy and God Bless!**

**Disclaimer: I do not own Ultimate Spider-Man or any characters.**

**Chapter 1**

"Parker!" A sudden, sharp voice zipped through Peter's mind as he walked down the halls of Midtown High.

"You and I have some unfinshed business to take care of," shouted an unhappy Latina girl as she hurried over to meet the boy.

"Hey, Ava," he said nonchalantly. "What's up?"

"What's up! You know exactly what's up, Parker!" she yelled furiously.

"Okay, okay. No, seriously. What?"

"Peter!"

"Alright."

"So, have you told anyone yet?"

"Told anyone about what?"

Ava gritted her teeth. "About my feelings for a certain _somebody_!"

"Oh, no. Not yet anyway."

"Dude!"

"Okay, fine. My lips…are sealed…..for now."

"Peter!"

Danny, Sam, and Luke were heading their way to meet Peter. Danny was the first to arrive and he could already sense the worry in the air, so he decided to investigate.

"Is everything okay?" he asked Ava as he placed one hand on her shoulder.

Ava started to severly blush. "Um…no! Everthing's….just fine!" And with that, she hurried off to her next class.

"Dude, what was that all about?" asked Sam.

Peter had told Ava he wouldn't say anything.

"Uh, you know, girls and all. It's probably…uh…that time of month!" He started to scratch his hair.

"Dude, eww! Wait, no way! You mean…him…and her…and…whoa….this is huge…..this is-"

"Sam, shutup! I told Ava I wouldn't spill it to anyone and that means you have to do the same, understand?"

Luke and Danny had already made it to their seats while Peter and Sam were still talking in the hallway.

"Whatever. Look, man. If something doesn't happen soon, this is gonna totally kill Danny. I mean, look at him!"

Sam pointed to Danny sitting in the corner of the classroom, separate from everybody, with his head resting in his hands, blankly staring at a window.

Sam continued. "Ava's probably the same way right now. And you know what that means. An unhappy Ava, then…."

"An unhappy us.." Peter finished. "Okay. Just promise me you won't tell anyone. Because, I could really use my face…."

"Whatever. But, we have to get involved."

"Whatever."

"Stay calm, my friend. Be calm." Iron Fist calmly anticipated.

"I am calm! This is me being calm!" Luke yelled.

Spider-Man, Nova, White Tiger, Iron Fist, and Power-Man were all in a training session hosted by Nick Fury.

Nick had programmed each and every enemy to be an Avenger or a S.H.I.E.L.D. agent. Right now, the current enemy was Captain America. Every 30 seconds, the enemy changed appearance. Now, the apponent was the great Nick Fury himself.

"You guys have no idea how much I'm enjoying this!" yelled Nova as he blasted away his boss. "The only way it could be better if it was Mr. Webhead over here, if you know what I mean!"

"Nova! Practice on your strategy! Stop joking around. This is a training session, not playground time for children."

Suddenly, Fury disappeared, pixel by pixel, and the five heroes, stood side by side, awaiting their boss's arrival. The metallic door opened, and out came a wonder-struck Agent Coulson with a bunch of paperwork in his hands.

"I can't believe this is happening. I just…can't believe it.."

"Principal Coulson? Where's Fury?" asked Ava. She took off her mask to get a better look at his worn-down face.

"Was there something wrong with our training session?""asked Luke.

"No, no…You guys did great. It's just that…it's…The S.H.I.E.L.D. helicarrier is under strong concern right now. Last week, 56 agents went missing and today, another 38."

Suddenly, Agent Hill's voice came on the intercom. "Sir, the base has been attacked. So far, 64 agents are down, and we're still finding unconcious bodies. What actions do we proceed?"

All five heroes stood silent, waiting for instructions. "I suppose we wait for Fury to arrive, wherever he is," suggested Danny.

Coulson continued. "I want you all to go home. Relax. None of this has to do with you unless you make it."

Agent Coulson walked off and spoke into his radio transmitter. "Take the next available plane to the base. I'll meet you there." The doors closed behind him.

"What do you we do?" asked Luke. Danny put his arm around his pal just to reassure him that nothing bad was going to happen.

"Well, you heard the man. Stay out of it. We could get killed if we get involved," snapped Ava.

Pete's phone went off inside his duffel bag.

"It's Gwen."

"Who?" asked Sam. "Oooh, Parker's got a new girlfriend. Does this mean that MJ's free?"

"Not now, stupid," said Ava.

"Hey."

"Hey. I'm at your house. When are you gonna come home?"

"In a few minutes. I'm in the middle of something important. I promise I'll be home soon."

"Okay, see you then. Bye,"

"Bye."

They all gave Peter a look which made him cringe. "What!"

Luke was the first to speak up. "This had better not get in the way of our training. We've got too much on our plates for stuff like that."

Danny was next. "If we can't agree on something, then we're not a team. A house divided against its self cannot stand."

"Whatever. I'm going home, so I won't have to worry about you all. The best thing about home…it's away from you guys!" He walked off into the next sector.

"So, what I'm hearing is….MJ"s free!"

"Sam, SHUTUP!" they all yelled in perfect unison.

"Who's up for movie night at Rand Inc.?" asked Danny.

"I am!"

"Me, too!"

"Count me in!"

Peter found Gwen sitting at the front door waiting for him to come home. "Sorry, I took so long. You have no idea how hard it is to balance this life with-"

"With your superhero life? Yeah, I think I may have a slight idea considering you never make it on time for dinner, Pete!" she joked.

"Yeah. How's MJ?"

"Lonely. She misses you, Pete. It's like you've been blowing her off ever since you decided to take on this…this _life_."

Peter took that in for a minute. She was absolutely right. MJ was probably considering herself a third wheel by now. He hadn't been able to catch up because he had been running off as Spider-Man for over a year now, and she wouldn't be able to comprehend that. Would she? This took lots of thought.

"I'm taking a break. I can't do this anymore. Being Spider-Man…"

"Peter? What are you saying? New York needs their Spider! You can't just give up because of a simple struggle. Please tell me you're not giving up…"

"Honestly. I have no idea what I'm doing. I'm no hero. I'm no crimefighter. I have no idea what I'm doing. Let's just make the best of our night. I don't wanna make things worse than what they already are." He took Gwen's hand and led her into the house.


	3. Chapter 2

**I'm sorry for the way things were spaced out in the first chapter. I usually use Wordpad and I had just gotten Microsoft Word and Word does some weird things sometimes. It'll probably do the same for this chapter until I find a way to fix it. Anyways, review and PM 24/7. Enjoy and God Bless!**

**Disclaimer: I do not own Ultimate Spider-Man or any characters except for Danny's secretary Susan.**

**Chapter 2**

"Oh, God. I'm hungry. What does he got to eat?"

"Get your filthy hands out of his fridge, Sam! You're such a pig and that's not polite!" screamed Ava.

"Well, excuse me for trying to satisfy my hunger, and I apologize if I'm not a neat freak like some people!" snapped Sam.

"Whatever! Just keep quiet and don't touch anything until Danny is finished!" Ava snapped back.

Ava, Sam, and Luke were all sitting in Danny's den, inside of the well-known Rand Inc. building. Right now, Danny was in the middle of a very important meeting.

Luke was starting to get impatient. "Dang, what's taking him so long? I'm starving!"

Sam cracked on Luke's comment. "You're always hungry, big guy…"

"Crack on me again and I'll shove that little magic bucket of yours straight up your-"

"Okay, guys, sorry I took so long. We were discussing a very important matter." Danny walked in and sat next to Luke on the couch.

Sam made a gesture to Luke. He understood and made the first move. "You guys wanna….play a game of…I don't know, truth or dare? You guys up for it?"

"Yeah, sure." Danny agreed.

"Let's do it!" Sam winked at Luke.

"Whatever," Ava muttered.

They all gathered at a round table in the middle of the living room. "Okay, me first," started Luke.

"Sam, truth or dare?"

"Uh…dare!"

"Okay. I dare you to..uh….hug Peter."

"What?!"

"For 15 seconds!"

Ava and Danny both burst out laughing. Then Luke joined in, too.

"Dude, never!" objected Sam.

"Hey, you agreed to play. A man against his word is a man against himself and others."

Sam was furious. "W-Whatever, Point Break! My turn, okay?"

Luke gave Sam another gesture. Sam responded with a nod.

"Okay, Ava. Truth or dare?"

"I don't care. Truth. I don't got nothing to hide…"

"Okay. So..is it true that you l-"

Luke had a worried look on his face. "What's wrong, man?"

Sam replied,"It's MJ calling me. Give me a minute guys…"

He walked over to the kitchen to talk to MJ while the other three were left clueless on what to do.

"Hey," said Sam.

"Yeah, hey!" said MJ with an irritated tone to her voice. "Did you do your part of the project? Come on, I wanna ace this thing!"

Sam hesitated. "Uh, I was hoping you would've done your part…and then did mine for me," he said nonchalantly.

"Sam!"

The three musketeers were still sitting at the table, waiting for Sam to finish. Ava wasn't stupid. She had a clue on what was going on.

"Luke!"

Luke jumped and turned to look at Ava. "Yeah?"

"What was the reason for playing this game?"

Luke hesitated to answer. "Uh, you know. To get some one-on-one time with each other…yeah!"

Poor Danny was sitting right in the middle of all of this, unsure of what to do. "Uh, guys?"

"Luke, don't give me that!"

"Sorry, Ava. I'm sworn to secrecy!"

"By who? Sam? Wait no, Peter?! I swear, I'm gonna personally go to his house and kill him myself!"

Danny butted in. "Uh, guys?"

"I don't care how bullet-proof you're skin is! I will tear you up until I get an answer, Luke!"

Danny tried once more. "Guys!"

Ava and Luke got annoyed. "WHAT!?"

"Peter and Gwen are here."

Luke gave him a look. "Why didn't you say something?"

Sam was still in the kitchen talking to MJ on the phone. They could see Peter with his arm around Gwen at the entrance on the security camera.

Sam finally got off the phone with MJ. "Yeah, she wanted to see if I did my part of the project we're working on. Shhh! Don't tell her, but I'm secretly making her do all the work."

"What a surprise." Ava said sarcastically.

The door to the living room opened and a tall, skinny woman with thick red hair pinned up in a neat bun walked in. She was wearing a nice silvery gray pantsuit with leather boots. "Mr. Rand, a Mr. Parker and a Ms. Stacy are here to see you."

Danny answered,"Oh, yes. Thanks, Susan. They can come in."

"Ava, looks like there's a new Mrs. Rand on the way!" teased Sam in a singy-songy sort of tone.

Ava responded by elbowing him in his stomach sharply. "Shutup!"

And with that she left the door open for Peter and Stacy to come in.

"Hey, Danny. Nice place, dude!" exclaimed Peter as he firmly kept his arm planted around Gwen's waist.

"Peter. You don't have to keep me under lock and key! Danny looks like a nice guy," said Gwen, as she gently removed his hand from her waist.

"Yeah, well looks can deceive," he protested. "Oh! Where are my manners! Everyone, this is Gwen. Gwen Stacy. Gwen, this is Sam. The ultimate JERK, but an excellent cook. This is right here is the great Daniel Rand himself, and this is Ava. Get a good look at her face now while you can, because more than likely, it'll be stuffed in a book later. Oh, and this is our gentle-giant Luke."

"Nice to meet you all," Gwen said as she shook everyone's hand one by one.

Later that night, everyone had finished their dinner and were fighting over a movie to watch.

"NO! I want to watch the third one!" yelled Peter.

"But, you haven't even seen the sequel!" Sam shouted.

"Guys. Guys. Guys! Why don't we watch a movie that we can all agree on?" suggested Danny.

"Toy Story?" asked Gwen. "Just a thought…"

"Stay out of it, Point Break!" Sam told Danny. And what exactly do you know about movies? Disappeared for ten years? You still have to get used to the world, dude!"

Ava felt bad for Danny. "Don't worry about them. They're just being stupid..as usual."

Danny accepted Ava's help. "Thanks for that." He gave her a warm, light smile.

That little bit of satisfaction gave Ava the best feeling she had all day. That little bit of pleasure Danny expressed made Ava scream inside. Her thoughts were interrupted by a confused Gwen.

"Do they always do this?"

"Yeah, pretty much. Guys are stupid," Ava replied.

Gwen agreed. "Yeah, guys are pretty much…jerks! Good-looking, clever jerks!"

They finally decided on a movie: Toy Story 3 since Sam and Peter had that little quarrell earlier. But, it made Gwen happy and they actually enjoyed the movie. It kept Luke quiet and Sam at the edge of his seat when the intense scene came.

"I told you guys you would enjoy it!" joked Gwen. "It was nice meeting you all."

"Same to you," said Danny.

"Yeah, you're cool," agreed Luke.

"Hope to see you again," Ava said.

"Wanna go out?" asked Sam.

Peter motioned for them to leave. "I think we should go now, Gwen."

"Agreed," she grinned.

"Hey, guys. I'm going home. Wanna come?" asked Peter. I'm sorry for what I said earlier, it's just that, it's been awhile since I've had a break from the hero biz…and I…I just don't know what to say….especially not with a girl as beautiful as this one." He pointed to Gwen.

"Oh, stop it!" she laughed.

"Yeah, yeah, yeah. Enough of the sappy speech," Sam broke in. Sure, I'll go home with you. Luke?"

"Yeah, man. Let me grab my things first," Luke agreed.

"I think I'll stay here. I have some important things to take care of," said Danny.

_Like what? An engagement ring for Ava? _Sam thought.

To everyone's surprise, Ava wanted to stay with Danny. "You guys go home without me. I'll be there sooner or later."

Peter, Gwen, Sam, and Luke all left together, while Ava and Danny were left alone together in the same room.

"Shouldn't you be getting back to your work?" Ava wondered.

"Nah. I just said that to get rid of them," said Danny with a light laugh. "They're such a handful!" he joked.

"Yeah. They're stupid!" she cracked back.

It was getting late and Danny could sense that Ava was getting weary. "You're exhausted. Here. Lay down." He picked up a wool blanket from where Sam was sitting. "Oh, you won't want that." Sam had been crying at the intense scene of Toy Story 3 and the blanket was wet with tears and full of Sam's who-on-earth-knows-what.

Instead, he took a nice red blanket from a stool sitting at the kitchen counter. "This is better." He helped Ava to the couch and spread the blanket over her. "Sweet dreams." He left the living room and went off into his office to turn in for the night.

Ava could not stop thinking about what had happened earlier. Danny's joy had made her happy, and what she didn't know was that her happiness had increased Danny's joy. But, Ava couldn't belong to him. Could she?

Danny knew that this break from Fury would not last a minute more. If he wanted Ava that badly then he would have to act fast. He already had enough on his plate considering the discussion at the meeting earlier. The attendees were saying that there were reports of Stark Industries being under attack, and that several of his employees were found tied to the severe bombing. He wondered if this meant that his closest employee, Susan Gunderwath, was working against him. No. Not his dear Susan.

Being a superhero is dangerous. Really dangerous.

"Aunt May! It's just for one night!" Peter pleaded.

"Just one night, Peter?"

"Yes, I promise."

"Okay, but that's it. Nothing more."

Peter had been pleading with his aunt for the last fifteen mintutes to let his friends stay there for the night.

"Sorry about the delay, guys," Peter apologized.

Sam didn't care. "Ah, that's alright. You're aunt's cool. Oh,and…I owe you something…."

Sam push himself over to Peter's body and wrapped his arms around him.

"Dude, what are you doing?" Peter asked. "Let go of me!" he exclaimed.

"Just ten more seconds," Sam said… "Okay, done. I took a dare from Luke. We'll never speak of this again, agreed?"

Peter turned around to see Luke, Gwen, and Aunt May laughing. "Children!" Aunt May said.

"Agreed," Peter said replied to Sam.

Gwen's phone went off inside of her purse. "Oh! It's my mother. She's worried. I have to get home, Peter. It was very nice to meet your _friends _and your very sweet Aunt May," Gwen said.

"You forgot cool!" joked Sam.

"Well, I'm flattered, children," Aunt May said excitedly. "But, we must get Gwen home. Peter take her outside and kiss her goodbye."

"Oooh, mwah, mwah, mwah, Parker!" sneered Sam.

Peter led Gwen to the door and out of the house. He took her by both hands and could tell that she was getting tired. "Are you sure you don't want me to drive you home myself?" he asked her.

Gwen laughed out loud. "No way! You don't even have your learner's yet! I don't wanna go to jail before I get a high school diploma, dude!" she joked.

"I love you."

"I love you, too," Gwen replied.

"Stay safe. I don't want anything to happen to you."

"Nothing will happen to me," she assured him. "You've got me under the eye of S.H.I.E.L.D."

"Yeah, well right now, S.H.I.E.L.D.'s in hell right now. Something's happening. Many agents have been killed and some have been severly injured. Just be safe at school. Okay? I don't know what I would do if I lost you. Oh! And MJ and Harry. I'll get back to them when I can, but for right now, just tell them both that Peter misses them. And that they both mean the world to him."

"Got it!" she said with a warm, but weary smile. She was getting more exhausted by the minute.

"Well, look. I gotta go now, but I'll definetly do what you told me. I love you, Peter. Just know that much. I really do. Don't ever give up on yourself. Keep doing what you do. I hope everything goes okay with your teammates and S.H.I.E.L.D. and all. Oh, and tell Sam that I have a boyfriend!"

"I will," Peter said. "And if he doesn't understand that much then he and my web shooters are gonna have a little talk!" Peter and Gwen both laughed out loud.

"I really love you," she said.

"I really love you, too."

"God, yall! Just leave already!" yelled Sam from inside. He was then seen being pulled back inside by Luke's giant hands. "Aaaaaaaaaaaah!" he screamed.

"Good night, Peter!" she said while uncontrollably laughing.

"Good night, Gwen," he said while doing the exact same.

She hopped into her small car and drove off. She pulled down her window and drove off screaming,"With great power, comes great responsibility!" And then she was gone.

Back at Rand Inc., Danny was still sitting at his computer, thinking about Ava and S.H.I.E.L.D. and Stark Industries and any other big building in New York that is associated with S.H.I.E.L.D. that you can name. But, the one thing that was on his mind, was Ava. He wondered if she felt the same way he had felt about her. He heard a noise coming from her direction. He decided to shut down his computer and go check it out.

When he finally reached the room, he found the couch empty and called her name. "Ava?" he asked.

"Yeah? I'm in the kitchen." Danny turned around to see her browsing the refriderator for any snack or edible knick-knacks she could find. "Couldn't sleep," she continued.

"Can't sleep or don't want to?" he asked her.

"A little bit of both," she replied. "I'm bored out of my wits. Tell me something. Like your adventures in K'un L'un or something. I want to be entertained. Not rocked to sleep."

"Oh, you don't want to hear those, do you?"

"Yes, I do."

"Okay. Well, there's lots I could tell you. What do you want to start with?"

"Tell me about the time where you became _the_ Iron Fist," she said.

"I never get tired of telling this one."

_Danny was given the oppurtunity to gain the power of the Iron Fist by battling the fire-breathing dragon called Shou-Lao the undying. During the battle, Danny grabbed the serpent's body and received mystic emmanations from the dragon-shaped scar which marked where the serpent's heart had been ripped out years before. In the embrace, the scar imprinted itself on Danny' chest. Killing the serpent, Danny plunged his hands into the now unguarded brazier containing Shou-Lao's molten heart. When he was through, his fists shone with a quasi-mystical force and he earned the title "Iron Fist". Declining to stay in K'un L'un eternally, Danny decided to return to America to seek vengeance on Meachum, who had killed his father. When he found Meachum, after defeating several assassins hired by Meachum, he took pity on Meachum and spared his life. Minutes later however, Meachum was killed by a ninja, and Danny was accused of Meachum's murder. Later on, Danny got the chance to clear his name of Meachum's death. _

"I wish I was there," Ava said.

"Just be glad you weren't," Danny replied.

Danny's thoughts came back into play. "Ava, there's something I have to tell you."

Ava started to get worried. "What is it, Danny?"

"The meeting I had earlier. The discussion we had. Stark Industries was recently under attack. His employees were found guilty and were tied to it. I know we're not supposed to worry about it, but my building is in rivalry with Stark's and Mr. Osborn's. And, this….this is affecting me also. But, most importantly, I don't want it to get to our team."

Ava could not believe her ears. If Tony Stark was in danger, then so was S.H.I.E.L.D. and everyone affiliated. Fury had obviously gone to the base to clean the mess up. Who knows what had happened that day. The agents there were either dead or barely alive. Inside she was rejoicing that Coulson had given them time off.

"Danny, I…..I-What's gonna happen to us? How are we going to stay safe? How-"

"Don't worry. I'm sure Fury's got something planned. For right now, all I can say is that I've tried my best and-"

"I can take that. Okay." She took a deep breath.

Danny pulled himself closer to her. "Ava, look at me. This team means a lot to me. That's why I'm always breaking my back to keep it together. I know it can be pretty challenging, being the only female, but something's gonna have to give…."

Ava was completely speechless. This was serious, and it wasn't even the beginning. "Let's just hope that Fury has something under his eyepatch," she said finally.

Danny took her hands and completely enfolded them in his own. "Thank you," he said as he pulled himself even closer to where he could hear her frazzled breathing. He could tell she was still frightened.

Ava found herself cooling down in Danny's presence. He was still turned in her direction, hands still enveloped over hers. She liked the feel of his hands. Rough and calloused, but warm, nimble, and gentle. Now she found herself getting even closer to him, so that both of their foreheads touched, and a warm shock overcame them both.

"Yes, we're going to be just fine," he reassured her.

It had been a great night so far. Peter, Luke, Sam, Danny, and Ava had all been given a break from S.H.I.E.L.D., and had the oppurtunity to spend time together not only as a team, but as friends. Family. However, they did not know that great challenges would lie ahead, challenges greater than any force Nova could produce, or any blow Iron Fist could give.

But, for now, they are considered safe. Aren't they?


	4. A Note From the Author

**Hey guys!**

**Heres something that all you followers of my Spiderman story DEFINETLY need to know:**

**I haven't been able to upload any new chapters lately because I've been really busy with schoolwork and all that. But, know this:**

**I WILL BE REBOOTING THE SPIDERMAN STORY.**

**I felt that the first two chapters had a week base. For instance, I never really explained the S.H.I.E.L.D. Crisis like I wanted. So, I will be restarting it as soon as possible. But, this time, it will be centered around Danny Rand as the Iron Fist and his new life in NYC. **

**So stay tuned! **

**God Bless,**

**sugarplumcutie**


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